Finance Committee

The Finance Committee of our Board currently consists of Robert D. Daleo (Chair), Murray J. Demo and Peter John Sacripanti, each of whom serve on both the Finance Committee and the Audit Committee. Under the terms of its charter, the Finance Committee advises our Board and, in certain instances, acts on behalf of the Board, on matters relating to the Company’s investment policies and financing activities.

As provided in its charter, the primary function of the Finance Committee is to assist our Board in fulfilling its responsibilities by advising the Board, and in certain instances by acting on behalf of the Board, on matters relating to our investment policies and financing activities.

As provided in its charter, the Finance Committee must be comprised of a minimum of three members, as appointed by our Board, each of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

Our Board, considering the recommendations of the Nominating and Governance Committee, shall appoint the members of the Finance Committee annually and each member of the Committee shall serve until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee.

The Finance Committee shall meet as necessary to enable it to fulfill its responsibilities and duties as set forth in its charter.

The Finance Committee report its actions to the Board and keeps written minutes of its meetings, which are recorded and filed with our books and records.

We encourage you to refer to the Finance Committee charter for a detailed listing of the actions that the Committee must take in order to fulfill its responsibilities and duties, including the following:

Recommend action and provide advice to our Board regarding all matters affecting the review and approval of any proposed debt, equity or hybrid financing transaction and review any such proposed transaction for compliance with applicable rules and regulations.

Review and assess our stock and debenture repurchase plans and approve any actions taken under each such plan.

Review and assess the establishment of accounts with banks and/or brokers.

Review and assess the adequacy of our investment guidelines and approve any amendments or revisions to our investment guidelines.

Oversee our swap activities; and review and approve our decision to rely on the “end-user exception” to the mandatory clearing requirements included in the Commodity Exchange Act and to enter into swaps that are not submitted for clearing through a clearing organization and/or executed on a designated contract market or swap execution facility; and adopt policies governing our use of swaps subject to the end-user exception.

Review and assess the adequacy of our foreign currency management guidelines and practices as necessary and approve any amendments or revisions to our foreign currency management guidelines.

Review and assess the adequacy of our risk assessment and risk management guidelines and practices; discuss with management our major financial risk exposures and the steps management has taken to monitor and control such exposures; assess whether these guidelines and practices are appropriate and approve any amendments or revisions to our risk assessment and risk management guidelines.
Periodically meet with management to review matters pertaining to the Committee’s authority.

Review and assess the adequacy of its charter periodically as conditions dictate, and recommend any modifications to its charter if and when appropriate to the Board for its approval

The Finance Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under its charter.